Per Common Share Merger Consideration definition

Per Common Share Merger Consideration. Section 2.1(a)(i)

Per Common Share Merger Consideration means, with respect to each share of Company Common Stock and each share of Series B Preferred Stock, an amount equal to the Per Common Share Closing Payment, plus any Per Common Share Post-Closing Payment.

Per Common Share Merger Consideration means the Per Share Merger Consideration, subject to and as adjusted in accordance with the liquidation allocation referred to in Section 1.2 of ‎Article 5(B) of the Certificate of Incorporation with respect to such share of Company Common Stock.

Examples of Per Common Share Merger Consideration in a sentence

• Notwithstanding the foregoing, neither Parent nor the Exchange Agent shall be liable to any holder of a Common Certificate, Preferred Certificate, Book-Entry Common Share or Book-Entry Preferred Share for any Per Common Share Merger Consideration, Per Preferred Share Merger Consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

• All Common Shares, when so converted, will no longer be outstanding and will automatically be canceled and retired and will cease to exist, and the holder of a certificate that immediately prior to the Effective Time represented outstanding Common Shares (a “Common Stock Certificate”) will cease to have any rights with respect thereto, except the right to receive, upon the surrender of such Common Stock Certificate, the Per Common Share Merger Consideration.

• Notwithstanding anything in this Agreement to the contrary, Applicable Company Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (the “Appraisal Rights”) shall not be converted into the right to receive the Per Common Share Merger Consideration or Per Preferred Share Merger Consideration.

• The Paying Agent shall make payments of the Per Common Share Merger Consideration and, if the Charter Amendment becomes effective in accordance with Section 2.3, Per Preferred Share Merger Consideration out of the Payment Fund in accordance with this Agreement and the Paying Agent Agreement.

• Prior to or at the Closing, Parent shall deposit with the Paying Agent cash in immediately available funds in the amount necessary for payment in accordance with Section 2.1 and this Section 2.2 of the aggregate Per Common Share Merger Consideration and, if the Charter Amendment becomes effective in accordance with Section 2.3, Per Preferred Share Merger Consideration payable pursuant to this Agreement (such total deposited cash being hereinafter referred to as the “Payment Fund”).

More Definitions of Per Common Share Merger Consideration

Per Common Share Merger Consideration means an amount equal to the quotient of (a) the Base Consideration, divided by (b) the Fully Diluted Common Share Count.

Per Common Share Merger Consideration has the meaning set forth in Section 2.1.4.3 below.

Per Common Share Merger Consideration means (a) the Aggregate Common Stock Merger Consideration divided by (b) the sum of (i) the aggregate number of shares of Series B Preferred Stock and Series C Preferred Stock, on an as-converted to Company Common Stock basis, that are issued and outstanding as of immediately prior to the Effective Time, plus (ii) the aggregate number of shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time, plus (iii) the aggregate number of shares of Company Common Stock issuable upon exercise of Company Stock Options that are outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, but not including the Company Stock Options that have been exercised prior to the Effective Time (in which case the shares of Company Common Stock for which any such Company Stock Options have been exercised shall be treated as outstanding under clause (ii) above).

Per Common Share Merger Consideration means, to the extent the Base Merger Consideration exceeds the Preferred Stock Merger Consideration as detailed in Section 2.4, an amount equal to (i) the sum of (A) the Base Merger Consideration and (B) aggregate exercise price of all Options and Warrants outstanding immediately prior to the Effective Time with respect to which the holders thereof will receive Base Merger Consideration hereunder minus the Preferred Stock Merger Consideration divided by (ii) the sum of (C) the aggregate number of shares of Common Stock outstanding immediately prior to the Effective Time and (D) the aggregate number of shares of Common Stock issuable upon the exercise of in-the-money Options and in-the-money Warrants with respect to which the holders thereof will receive Base Merger Consideration hereunder; provided however that in accordance with Section B.1 of Article IV of the Company Charter, if the Series C Liquidation Preference (as defined in the Company Charter) is equal to the 2X Series C Liquidation Preference (as defined in the Company Charter), then the Per Common Share Merger Consideration shall be $.0001 with respect to each share of Class D Common Stock.

Per Common Share Merger Consideration means the amount per share of Company Common Stock allocated in accordance with the Paying Agent Disbursement Schedule (which allocation takes into account the Withheld Amounts).

Per Common Share Merger Consideration means, with respect to each share of Common Stock, the amount that the holder of such Share has the right to receive from time to time as a result of the Merger pursuant to Section 3.1.

Per Common Share Merger Consideration shall be an amount equal to the quotient of: (i) the sum of: (A) the Gross Merger Consideration; (B) minus the aggregate sum of (1) the product obtained by multiplying the Series A Preference Amount by the fully diluted number of shares of Series A Preferred Stock outstanding as of the Effective Time, (2), if applicable, the product obtained by multiplying the Series B Preference Amount by the fully diluted number of shares of Series B Preferred Stock outstanding as of the Effective Time and (3) the product obtained by multiplying the Series C Preference Amount by the fully diluted number of shares of Series C Preferred Stock outstanding as of the Effective Time; (C) plus the aggregate amount deducted in respect of the exercise prices of all Exchanged Options received pursuant to the net settlement process described in Section 2.7(d); and (D) plus the aggregate exercise price of Options received by the Company from any Optionholders that exercise their Options between the date of this Agreement and the Closing Date; and (ii) the aggregate number of Shares and Exchanged Options outstanding immediately prior to the Effective Time.